2013-03-07 17:03:07 -
Wärtsilä Corporation, Minutes of Annual General Meeting, 7 March 2013 at 6.00 pm
Wärtsilä's Annual General Meeting approved the financial statements and
discharged the members of the Board of Directors and the company's President &
CEO from liability for the financial year 2012. The Meeting approved the Board
of Directors' proposal to pay a dividend of EUR 1.00 per share. The dividend
will be paid to shareholders who are recorded in the company's shareholder
register maintained by Euroclear Finland Ltd. The record date is 12 March 2013.
The dividend will be paid on 19 March 2013.
The Annual General Meeting approved the following fees to the members of the
Board of Directors:
- to the ordinary members EUR 60,000/year
- to the deputy chairman EUR 90,000/year
- to the chairman EUR 120,000/year
addition, each member will be paid EUR 400/meeting of the Board attended, the
chairman's meeting fee being double this amount. Each member of the Nomination
Committee and the Remuneration Committee will be paid EUR 500/committee meeting
attended and each member of the Audit Committee will be paid EUR
1,000/committee meeting attended, the chairmen's meeting fees being double these
amounts. Roughly 40% of the annual fee is paid in Wärtsilä shares.
Board of Directors and Auditor
The Annual General Meeting decided that the Board of Directors shall have nine
members. The following were elected to the Board: Ms Maarit Aarni-Sirviö, Mr
Kaj-Gustaf Bergh, Mr Sune Carlsson, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth,
Mr Mikael Lilius, Ms Gunilla Nordström, Mr Markus Rauramo and Mr Matti Vuoria.
It was decided to pay the auditors' fees as invoiced and approved by the
company. The firm of public auditors KPMG Oy Ab was appointed as the company's
auditors for the year 2013.
Authorisation to repurchase and distribute the Company's own shares
The Board of Directors was authorised to resolve to repurchase a maximum of
19,000,000 of the Company's own shares. The authorisation to repurchase the
Company's own shares shall be valid until the close of the next Annual General
Meeting, however no longer than for 18 months from the authorisation of the
The Board of Directors was authorised to resolve to distribute a maximum of
19,000,000 of the Company's own shares. The authorisation for the Board of
Directors to distribute the Company's own shares shall be valid for three years
from the authorisation of the shareholders' meetingand it cancels the
authorisation given by the General Meeting on 8 March 2012. The Board of
Directors is authorised to resolve to whom and in which order the own shares
will be distributed. The Board of Directors is authorised to decide on the
distribution of the Company's own shares otherwise than in proportion to the
existing pre-emptive right of the shareholders to purchase the Company's own
The decisions were taken without voting.
The minutes of the meeting will be available on www.wartsila.com/investors as of
21 March 2013 at the latest.
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Source: Wärtsilä Oyj Abp via Thomson Reuters ONE